Nine cell therapy products having a $600-$700 million market size (2011) have been approved for use in the United States or EU. With the anticipated approval of additional products the cell therapy market is expected to grow at an annualized rate of greater than 40% through the remainder of the decade. Creation of cell therapy products employ four unit operations where the cells of interest must be (1) cultured/expanded ex-vivo in the bioreactor, (2) harvested from culture vessels and concentrated, followed by (3) the addition of cryoprotective agents (CPA) permitting the cells to be cryopreserved or shipped. Finally, the CPA must then be (4) removed post-thaw in preparation for patient administration. The techniques and devices currently employed in these operations have significant limitations. This proposal is for the development and optimization of an automated, closed system cell processing device based on the method of Resonant Acoustic Cell Enrichment (RACE(tm)) for cell enrichment and CPA removal. Cell processing can be performed using acoustophoresis to move the target cells from the sample to a clean buffer. Proposed is the development of an acoustophoretic device with the capability to process samples at high flow rates (>50mL/min) and cell recovery rates (>90%). Preliminary feasibility studies indicate that the proposed work will result in a system which would allow rapid isolation and purification using the acoustophoretic approach. In Phase I of this project, a system will be developed and demonstrated for cell concentration and CPA removal. In Phase II, we will further evaluate and optimize this device for culture medium/drug change during ex-vivo cell culture and CPA addition before cryopreservation. Preliminary clinical trials and commercial prototyping of this system will also be conducted in Phase II. The specific aims of the Phase I project include: (1) development of an automatic RACE system with high and scalable sample processing rate (>50mL/min) and cell/particle recovery rate (>90%); (2) evaluation and optimization of the RACE system for cell concentration (>10x concentration); and (3) evaluation and optimization of the RACE system for CPA removal (>50x CPA reduction). The proposed acoustic processing has broad applicability across research and clinical procedures such as concentration of cells in cytotherapy, cryopreservation of stem cells, and lymphocytes and blood. Compared to the traditional (centrifugation) and some recently-presented methods (diffusion- based microfluidics, dyalysis and hemofiltration), advantages include non-contact processing, closed continuous flow systems, high recovery, low cost, rapid processing, and the potential for complete automation. RACE systems have the potential to become basic equipment facility in any bio-research lab, institute, and hospital.